Europe’s first fully convergent media and communications provider

NOT TO BE DISTRIBUTED OR SENT INTO THE UNITED STATES

Today, TDC Group and MTG are announcing that the MTG operations MTG Nordic Entertainment and MTG Studios (jointly MTG Nordics) will be combined with TDC Group to form the first fully convergent media and communications provider in Europe – a provider with a potential reach of more than 10 million households in the Nordic region. As a result, YouSee, Get, Viasat, TV3, Viaplay and numerous other well-known brands are combined into one joint media and communications company. The transaction values MTG Nordics at SEK 19.55 billion (approx DKK 15 billion).

The combination brings together TDC Group’s excellent direct-to-consumer offering in mobile, broadband and TV services with MTG Nordics’ content production, attractive content rights, broadcasting and streaming services.

“I am very pleased to announce the combination of TDC Group and MTG Nordics – two highly complementary businesses. The combination will significantly strengthen our innovation capabilities enabling us to provide Nordic consumers with great quality content and much more flexible next generation entertainment solutions. This company will be the first of its kind in Europe,” says TDC Group CEO Pernille Erenbjerg, who will be Group CEO for the new combined company, while Anders Jensen of MTG Nordics will be Deputy Group CEO.

The future company will be the largest investor in content in the Nordic region and have a true Nordic reach through own strong regional distribution and promotional capabilities as well as continued cooperation with key partners. Combined, the two companies will have close to 3 million TV subscribers across Sweden, Denmark, Norway and Finland and a potential reach of more than 10 million households in the Nordic region.

Next generation entertainment services connecting the Nordics with the world of content

Benefitting from the scale of having more than 1,000 dedicated tech developers, the combined company will be able to pioneer next generation entertainment solutions. The ambition is to lead the transformation of the digital customer experiences by creating enhanced and more personalised entertainment solutions.

The new company will have an ambition to strengthen local content offering and eco system through further investment. By also focusing on its many important partnerships with local and international content providers, the company aims to create an open platform to distribute the most compelling local and international content to the Nordic consumer.

“We will create a new, truly Nordic company with the intention to further invest in unique local content, strengthening our combined entertainment and access products and the Nordic content market as a whole. Together, we will commit ourselves to continue to evolve our proud tradition of creating and telling the most compelling stories in the Nordic region,” says Anders Jensen, EVP MTG and Chairman of MTG Nordic Entertainment.

According to the agreement, MTG will receive 308,880,260 TDC shares and SEK 3.3 billion cash. Thereby, MTG shareholders will own 28 percent of all shares in TDC Group. 100 percent of all MTG Nordics’ shares will be transferred to TDC Group.

Closing of the transaction is subject to satisfaction of certain conditions in addition to the approvals by the shareholders of TDC Group and MTG, including the parties obtaining the requisite approvals from the competition authorities in the relevant countries. Closing of the transaction is expected in the second half of 2018.

Later today, at 10.15 CET, TDC Group and MTG will hold a press conference at Jenagade 22, 2300 Copenhagen. You can also follow the press conference by using this link:

https://edge.media-server.com/m6/p/844pi7nv

This announcement is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States unless they are registered or are exempt from registration under the U.S. Securities Act of 1933, as amended. Any public offering of securities to be made in the United States would be made by means of a prospectus that will contain detailed information about the issuer and its management, as well as financial statements. Copies of this announcement are not being, and should not be, distributed in or sent into the United States.

Fact sheet

About TDC Group:

• TDC Group employs more than 8,000 people in Denmark and Norway of which around 7,200 are employed in Denmark
• In 2017, TDC Group had revenues of DKK 20.3 billion and EBITDA of DKK 8.2 billion
• TDC Group has an extensive infrastructure in Denmark covering all Danish homes with its mobile, broadband and TV services. Furthermore, the Norwegian brand Get has an extensive TV and broadband network in Norway
• TDC Group has more than 3 million mobile customers in Denmark as well as 1.7 million TV customers and 1.6 million broadband customers in Denmark and Norway combined
• In Denmark, TDC Group offers services through the consumer brands YouSee, Telmore, Fullrate, Plenti, Dansk Kabel TV and the business-to-business brands TDC Erhverv and NetDesign. In Norway, TDC Group consists of the consumer brand Get and the business-to-business brand TDC.
• TDC Group also offers the Blockbuster streaming service to users in Denmark, Norway, Sweden and Finland

About MTG Nordics:

• MTG Nordics – a part of MTG – consists of the two operations MTG Nordic Entertainment and MTG Studios (combined MTG Nordics)
• The MTG Nordics employ almost 1,800 people in Sweden, Denmark, Norway and Finland
• In 2017, MTG Nordics had revenues of DKK 10.3 billion (SEK 13.6 billion) and EBITDA of DKK 1.3 billion (SEK 1.8 billion)
• MTG Nordic Entertainment is the leading Nordic entertainment company and is headquartered in Stockholm. It employs 1,450 people and comprises entertainment broadcasting, streaming and distribution operations in Sweden, Denmark, Norway and Finland
• MTG Studios creates, produces and distributes scripted and unscripted TV programmes, commercials, features, events and branded digital content

About the combined company:

• TDC Group will be combined with MTG Nordics
• In combination, these companies have close to 10,000 employees in Sweden, Denmark, Norway and Finland
• Based on 2017 results, the combined company will have revenues of DKK 30.6 billion and EBITDA of DKK 9.6 billion

For more information:

TDC Group

Group Communications, tel. +45 70 20 35 10

tdcpresse@tdc.dk

MTG

Tobias Gyhlénius, Head of Public Relations, tel. +46 73 699 27 09

press@mtg.com

Stefan Lycke, Head of Investor Relations, tel. +46 73 699 27 14

investors@mtg.com